SEC Filings

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Company if such tentative application were final. Next, items of Depreciation
under this Section 6.3.7(e) shall be allocated to each Class C Common Member
with Tentative Taxable Income to the extent necessary to cause the amount of the
taxable income, excluding any taxable income arising from a sale or other
disposition (other than in the ordinary course of business) of the Company's
Property, allocated to such Member by the Company to be equal, or as nearly
equal as possible, to zero; provided, however, that such items of Depreciation
shall be so allocated only to the extent that such allocation would not create
or increase taxable income for any Class A Common Member for such Allocation
Period if such taxable income were determined in accordance with the provisions
of this Agreement, with the following adjustment: the Special Loss Allocations,
the Special Profit Allocations, Sections 6.1.3(c) and 6.3.7(c)(z), and the
exclusion of the Class B Common Members from Sections 6.1.1(a), 6.1.3(a),
6.2.1(a), 6.3.7(a)(x), and 6.3.7(c)(x) shall be treated as if they were not part
of this Agreement. In allocating items of Depreciation to each Class C Common
Member with Tentative Taxable Income pursuant to the preceding sentence, the
Company shall, to the extent possible, allocate to such Member a uniform
percentage of each item of Depreciation allocated under Section 6.3.7. If the
allocation of items of Depreciation under this Section 6.3.7(e) is insufficient
to reduce to zero such taxable income for each Class C Common Member, then such
items shall be allocated to the Class C Common Members in proportion to their
respective Tentative Taxable Incomes. No items of Deprecation under this Section
6.3.7(e) shall be allocated to any Class C Common Member with a Tentative Tax
Loss. For purposes of this Section 6.3.7, the Company's taxable income or loss,
as determined in accordance with Code Section 703(a), shall include all items of
income, gain, loss, or deduction required to be stated separately pursuant to
Code Section 703(a)(1).
(f) For any Allocation Period ending after the Class C Common
Change Date, to each of the Class C Common Members in an amount determined as
follows: The allocation provisions in this Article VI, excluding the provisions
of Section 6.5 calling for offsetting special allocations to be made as a result
of the operation of this Section 6.3.7(f), shall first be applied tentatively
and with two hypothetical modifications. First, all items of Depreciation, other
than items of Depreciation allocated under Section 6.3.5, shall be
hypothetically allocated to the Members in accordance with their Percentage
Interests. Second, tax allocations with respect to each Class C Common
Contributed Property (to the extent that at the time of its contribution to the
Company its Gross Asset Value differs from its Basis) shall be hypothetically
made using the Remedial Method so as to eliminate distortions caused by the
ceiling rule described in Regulations Section 1.704-3(b)(1), without changing
the amount of the items of Depreciation (as determined under the rules of
Regulations Section 1.704-1(b)(2)(iv)(g)(3)) that are hypothetically allocated
pursuant to the preceding sentence and that are attributable to such Class C
Common Contributed Property (to the extent that at the time of its contribution
to the Company its Gross Asset Value differs from its Basis). Such tentative
application of the allocation provisions shall result in a calculation of the
amount of the Tentative Taxable Income or Tentative Tax Loss that would be
allocated to each Class C Common Member by the Company if such tentative
application, with the two hypothetical modifications described above, were
final. Next, in lieu of the two hypothetical modifications described above,
items of Depreciation under this Section 6.3.7(f) shall be allocated to each
Class C Common Member so as to cause the amount of the taxable income or loss
allocated to such Member by the Company (using the Traditional Method with
respect to each Class C Common
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